FATFISH GROUP LIMITED — M&A Activity 2011

Aug 18, 2011

ATECH HOLDINGS LIMITED

ACN 004 080 460

101 Rathdowne Street

CARLTON VIC 3053

Ph: + 61 3 9650 8008

Fax: + 61 3 9650 8811

19 August 2011

Company Announcements Office ASX Limited Level 10, Bond Street SYDNEY NSW 2000

ACQUISITION PROPOSAL - PT APUAH KUTAI LANGGONG

Transaction Highlights

• Atech Holdings Limited (ATH or Company) has entered into a conditional binding term sheet to acquire 60% of the fully paid ordinary shares in the capital of Indonesian coal exploration company, PT Apuah Kutai Langgong (Apuah), from Hj. Muhammad Abdullah MH and/or his associates (the Proposed Transaction).
• The Proposed Transaction is subject to various conditions precedent, including ATH completing due diligence investigations in respect of Apuah and Apuah being satisfied with the outcome of those investigations.
• PT Apuah Kutai Langgong (Apuah) (the Seller), of Jin. Raya Kebayoran Lama No. 18 A-B, Jakarta Selatan, Republik Indonesia, an Indonesian incorporated company which has full and exclusive rights to mine and sell thermal coal and acquire coal assets in Indonesia. Apuah is operating and its assets include 5,000 Ha in Tapin, South Kalimantan and 1,200 Ha in Tanah Bumbu, South Kalimantan,
• If the Proposed Transaction proceeds, the Proposed Transaction will involve a change in the nature and scale of ATH's current activities and accordingly, ATH will be required to re-comply with chapters 1 and 2 of the ASX Listing Rules and to obtain approval from ATH shareholders.

Overview of Proposed Transaction

ATH has entered into a conditional binding term sheet to acquire 600 (being 60% of the) fully paid ordinary shares in the capital of Indonesian coal exploration Company PT Apuah Kutai Langgong (the Apuah Sale Shares), from Hj. Muhammad Abdullah MH and his associates.

As consideration for the sale of the Apuah Sale Shares, ATH has agreed to issue Hj. Muhammad Abdullah MH and/or his nominees 200 million fully paid ordinary shares in the capital of ATH, at an issue price of A\$0.20 per share.

Apuah has also granted ATH an option to acquire an additional 200 shares in the capital of Apuah for an exercise price of A\$50m, with an exercise period of 2 years.

ATH has been granted a right to exclusively deal with and conduct due diligence investigations in respect of Apuah for a period of 60 days. This period may be extended for an additional 60 days at ATH's discretion. ATH has agreed to pay Hj. Muhammad Abdullah MH and his associates A\$500.000 as consideration for being aranted this right.

If the Proposed Transaction proceeds, ATH, Apuah and Hj. Muhammad Abdullah MH and his associates will enter into a formal share sale agreement and any other documents necessary to give effect to the Proposed Transaction, satisfactory to the parties in all respects.

Conditions of Proposed Transaction

Completion of the Proposed Transaction is conditional upon the satisfaction or waiver of the following conditions precedent:

• ATH completing due diligence investigations in respect of Apuah and ATH being satisfied with the outcome of those investigations;
• ATH, Hj. Muhammad Abdullah MH and Apuah entering into a formal share sale agreement and any other documents necessary to give effect to the Proposed Transaction, satisfactory to the parties in all respects;
• ATH, Hj. Muhammad Abdullah MH and Apuah obtaining all shareholder approvals necessary in connection with the Proposed Transaction;
• ATH obtaining an opinion from an independent expert that the Proposed Transaction is fair and reasonable or in the best interests of its shareholders:
• ATH complying with the requirements of Chapter 1 and 2 of the ASX Listing Rules and obtaining written conditional approval from the ASX for the re-quotation of its fully paid ordinary shares; and
• ATH obtaining all regulatory approvals in respect of the Proposed Transaction on terms satisfactory to ATH.

Overview of Apuah

PT Apuah Kutai Langgong (Apuah) (the Seller), of Jln. Raya Kebayoran Lama No. 18 A-B. Jakarta Selatan, Republik Indonesia, an Indonesian incorporated company which has full and exclusive rights to mine and sell thermal coal and acquire coal assets in Indonesia. Apuah is operating and its assets include 5,000 Ha in Tapin, South Kalimantan and 1,200 Ha in Tanah Bumbu, South Kalimantan. Apuah currently holds the permits and licences in Indonesia.

Change to Nature and Scale - Chapter 11 of the ASX Listing Rules

As part of satisfying its requirements to re-comply with Chapters 1 and 2 of the ASX Listing Rules, the Proposed Transaction must be approved by ATH shareholders. ATH shareholders will receive a notice of meeting setting out the resolutions that will be sought to be approved at a general meeting of ATH shareholders in due course, Additionally, ATH will also issue a prospectus setting out all material information regarding ATH and the Proposed Transaction. [ATH will also undertake a consolidation of its share capital to enable it to re-comply with Chapters 1 and 2 of the ASX Listing Rules.]

ATH propose to undertake a capital raising of A\$2m in connection with the Proposed Transaction, in order to any ASX requirement for the 'shareholder spread' requirement under Chapter 1 of the ASX Listing Rules.

Pro Forma Balance Sheet

Appendix "A" - outlines the pro forma balance sheet (which includes a proposed capital raising of A\$2m in connection with the Proposed Transaction, in order to any ASX requirement for the 'shareholder spread' requirement under Chapter 1 of the ASX Listing Rules.)

Pro Forma Capital Structure

Appendix "B" - outlines the pro forma capital structure (which includes a proposed capital raising of A\$2m in connection with the Proposed Transaction, in order to any ASX requirement for the 'shareholder spread' requirement under Chapter 1 of the ASX Listing Rules.)

Event Millitude Proprieto	Date: Sam Al Al II (1991) (四) H. MAHY WATER HOW
Due diligence	Complete by 20 October 2011
Negotiation and preparation of Transaction Documents	20 October 2011 – 10 November 2011
Execution of the Transaction Documents	10 November 2011
Announcement of execution of the Transaction Documents	10 November 2011
Notice of meeting dispatched to shareholders of ATH	18 November 2011
General meeting of ATH shareholders	20 December 2011
Lodgement of prospectus with ASIC	20 December 2011
Offer opens under prospectus	20 December 2011
Offer closes under prospectus	20 January 2012
Completion of Proposed Transaction	27 January 2012
Re-auptation of ATH securities on ASX	27 January 2012

Indicative Timetable

The above timetable is indicative only and subject to change. ATH reserves the right to amend the timetable at any time.

Appointment of Joint Company Secretary

The Company has also resolved the appoint of Mr James Podaridis, as joint company secretary in order to assist with and manage the administrative work load of the proposed transaction.

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For further information please contact the Company

÷,

George Karafotias on 0421 086 550

			Appendix"A" - ATECH HOLDINGS LIMITED Pro forma balance sheet 31/01/2012
		Post Transaction
			N	ω
		Capital Raising	of Transaction Costs Capital Raising gross	Purchase of Assets
ASSETS	요 도 있	Ļ,	Ş,	Ş,	Proforma AS
Current Assets
Cash	1,320,000	2,000,000	1,300,000		2,620,000
Trade&other receivable	000'005				000'005
Inventory				$\blacksquare$
Financial Assets
Total Current Assets	1,820,000	2,000,000	1,300,000		$\frac{1}{3,120,000}$
Non-Current Assets
Fixed Assets	$\circ$
Investments Intangible Assets					$\bullet$
Investment in PT Apuah Total Non Current Assets	$\bullet$			000'000'00 10,000,000	40,000,000 10,000,000
Total Assets	1,820,000	2,000,000	1,300,000	40,000,000	43,120,000
Current Liabilities LIABILITIES
Trade and Other Payable	000'59				$\frac{65,000}{2}$
Total Current Liabilities	000'59				$\begin{bmatrix} 59 \ 200 \end{bmatrix}$
Total Liabilities	000'59				000'59
Net Assets	1,755,000	2,000,000	1,300,000	10,000,000	43,055,000

$\sim$

Total Equity	Retained Earnings	Contributed Equity	RQUITY
	1,032,232	4,487,232
2,000,000
2,000,000	1,300,000	1,300,000
40,000,00		000'000'01
13,055,000	2, 732, 232	45,787,232

Notes

1. Capital raising under prospectus to raise a minimum of \$2 million.
   2. Cost of the transaction to acquire Coal Asset \$700,000

2. Purchase of Coal Asset

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Appendix "A"

Pro Forma Balance Sheet

(as attached)

Appendix "B"

Pro Forma Capital Structure
ATECH HOLDINGS LIMITED
starting capital	22,327,406
Indonesia Asset -- Vendor(s) A\$40m
200,000,000 @ A\$0.20c per share	200,000,000
Expanded capital post transaction	222,327,406
Initial shareholders	10.04%
Indonesian coal asset shareholder vendors	89.96%
Total	100.00%
Capital raising under prospectus - prior to re-listing
10,000,000 @ A\$0.20c per share	10,000,000
Expanded Capital structure post IPO	232,327,406
IPO subscribers	4.3%
Initial shareholders	9.6%
Indonesian coal asset shareholder vendors	86.1%
Total	100.00%